Always Third, Never Second
by MadnessJones
Summary: TF Prime: Soundwave is a loyal TIC, but he wants more from the Decepticons. What lengths will he go to in order to attempt to become SIC? Is he willing to mastermind a murder? Oneshot.


_Author's Notes: What's a great idea when I have a lot of fics to update? Post an unrelated fic instead! LOL! Seriously though, I hope I managed to convey the thought behind this fic well enough. I've watched TF Prime through a few times now, and I noticed something. Nearly every time a SIC falls Soundwave is somehow indirectly involved. The mine scene from "Rock Bottom"? It was Soundwave's job to keep track of those mines, not Starscream's. Airachnid's treachery? The only proof we have is Soundwave's recording, which sounds manipulated. So, from that weird cartoon conspiracy theory comes this strange fic, "Always Third, Never Second". Enjoy :)_

 _Additional Note: I forgot about the episode "One Shall Fall" when I wrote this. Oh well, it's still a fun thought ;)_

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 **Always Third, Never Second**

Megatron had just dismissed Airachnid from the bridge of the Nemesis. She was being obsequious as usual, trying to sound smooth even as she groveled for a chance to prove her skills. Soundwave had been diligently decoding the locations of the Iacon relics, but Airachnid wanted to search for the relics on her own even before Soundwave finished his task.

Megatron turned to Soundwave and ordered in a calm yet suspicious tone of voice "Remind me of her trustworthiness."

Soundwave dutifully played back a recording of Airachnid's voice saying " _I believe we must consider the possibility of a future...without Megatron_ "

That was all Megatron needed to hear. He went to his personal quarters, and Laserbeak reported to Soundwave from inside the room that Megatron had ordered Dreadwing and Breakdown to execute Airachnid on the pretense of a scouting mission. _Good_. Everything was going exactly as planned...

Soundwave had waited patiently for his promotion for vorns, being an underling to first Shockwave and then Starscream. Soundwave had respected Shockwave for his logic and curiosity. He had no problems with Megatron's original second in command. The problems started when Shockwave had been killed in an explosion. Soundwave fully expected to be promoted to SIC, but instead Megatron gave the position to that toadying coward Starscream.

No matter. Soundwave was a patient mech. That was what made him so good at his job, after all. He could wait. Soon Starscream would mess up, Megatron would kill or demote him, and Soundwave could take his rightful place at his master's side.

Except it didn't happen that way. Starscream did his job well, and when Megatron disappeared in the void of space Soundwave found himself serving under Starscream who was now leader of the Decepticons. It was this humiliation that made Soundwave realize the mistake he had made. He wasn't proactive enough. He didn't flaunt his ambition like the other Decepticons, and didn't play the political game as well as the others. His reward for such oversights was Starscream as his new boss.

When Megatron returned Soundwave looked forward to things returning to normal. He didn't care if he went from being SIC to TIC again; he just wanted Megatron back. Then Starscream betrayed Megatron and tried to have him killed. Soundwave was sure this would be the final rivet in Starscream's coffin, but it wasn't. Against all odds Starscream wormed his way back into Megatron's good graces, but Soundwave was sure Starscream would mess up again.

Then Starscream told him something, something that had the communications officer worried.

"I realize I was never meant to be a leader, or even an equal partner," Starscream told him despondently, "I am Starscream, second in command, and loyal servant to Megatron. Thank you for listening, Soundwave."

This was terrible! If Starscream meant what he said, then Soundwave might never get his chance at becoming the new first lieutenant. No, this time Soundwave wouldn't just sit back and hope for the best. Starscream was a menace, and he had to be dealt with!

Soundwave began by falsifying records from the energon mines to make it look as if one of them was empty when in fact it was not. The next step was to send Laserbeak to said mine to take photos of the energon stored within the caverns. Then Soundwave went to Megatron with his _findings_.

"Are you trying to tell me that someone is hiding energon from me?" Megatron asked angrily, "I demand to know who is responsible for this act of treason!"

Soundwave was ready. He played back a recording of Starscream's voice with words taken from several different conversations.

" _With enough energon I will soon be able to outlast the other Decepticons...in case something goes wrong. Megatron will never notice. I am always two steps ahead of that outmoded rust bucket_." Starscream's voice played back for Megatron to hear.

Soundwave predicted with complete accuracy that Megatron would want Starscream dead after hearing of a plot against him. What Soundwave didn't count on was the SIC's luck when it came to talking his way out of situations. He survived, and Megatron allowed him to return.

As it turned out though, Soundwave was also lucky. Airachnid tried to kill Starscream, which caused the grey jet to run away. If that had been the end of it Soundwave would have been satisfied, but there was more. Airachnid, the newcomer to their team and one of the most loathsome creatures Soundwave had ever met, became the new second in command.

It was an outrage! Soundwave had tolerated Starscream's nonsense for vorns! He was Megatron's most loyal follower and the mech on the ship with the greatest technical skills (not to mention fighting skills). He had worked harder than anyone else, and Airachnid just swoops in and takes what was rightfully _his_!? Of course...he should have known. The silent mech had been bested by yet another silken glossa. Megatron's one weakness was that he easily fell for flattery and loved listening to those who sounded intellectual.

Well, Soundwave might not have gotten rid of his competition the first time, but he was ready to try again. Airachnid would not escape his wrath.

He watched her wherever she went. The security feeds made her every conversation a top priority. Soundwave could multitask. He would scan for Autobots, decode the Iacon database, and spy on Airachnid like a vengeful Facebook stalker. One conversation she had with Knockout proved especially useful…

"I must say Airachnid, you have lovely features," Knockout commented as he scanned her for viruses, "My assistant Breakdown has been interested in you for a while now. Perhaps I could arrange something for the two of you on the lower decks?"

"I don't date brutes," Airachnid replied coolly, "Don't get me wrong, I don't mind the pain, but there's just no finesse with them. Personally, I have my optics on Megatron."

" _Megatron_? Good luck," Knockout replied sarcastically.

"I'm serious," Airachnid replied as she glared at the red medic, "I don't care about the Decepticons. Both sides could destroy each other for all I care. What I want is Megatron. I've always loved powerful dominating mechs, not to mention his taste for the finer things in life means we share a common interest. Not to mention our shared distaste for the native population. I believe we must consider the possibility of a future where the inhabitants of this planet finally get their heads out of their aft ports and fight back. When that happens, I want to be covered in the spilt fluids of battle with Megatron by my side. Without Megatron, I would have no reason to stay."

"Whatever," Knockout snorted, "It won't happen though, Megatron has never shown interest in anyone, femme or mech. I'm pretty sure power is all he cares about."

"I can give him that," Airachnid purred, "I'll bring back a relic. Something even that drone Soundwave couldn't find. And when I do, I'm sure that Megatron will be very, _very_ grateful."

Airachnid then winked at the doctor and walked away; her many tiny legs making clicking noises on the ground as she left. Soundwave ignored the comment spoken behind his back and focused on the next phase of his plan. Soundwave would have to edit this dialogue precisely, but once he did he was certain that the spiderbot would be nothing more than a bad memory.

As it turned out, Airachnid didn't appreciate being targeted for death. She killed one of the mechs sent to execute her, and then took off to a location on one of the planet's smaller land masses in a tropical location. She sent a message inviting Megatron to a fight to the death, and Megatron being the former gladiator that he was couldn't help but accept.

Soundwave continued to perform his duties while Megatron was gone, thinking about possible outcomes. Obviously Megatron would triumph over a weakling like Airachnid no matter what underhanded tactics she tried. Soundwave had to admit he was surprised at how well she could keep her cool while speaking to them. She wasn't just another target of the warlord's anger, she was a femme that had desired him and found herself betrayed. She was a femme scorned, and that could make the encounter messy.

Several hours passed before Megatron returned. He had to go to the medbay first to check for internal energon leaks, but shortly after he returned to the bridge. He had Dreadwing by his side, and given what happened last time Megatron brought someone to the bridge like that Soundwave could already guess where this was going…

"Soundwave, turn on the speakers," Megatron ordered Soundwave, "Decepticons, I am pleased to announce that I have chosen my new first lieutenant, Commander Dreadwing," Megatron intoned for the listening crowd.

The Vehicons in the room cheered, and Soundwave continued to do his work as if he weren't even listening.

Dreadwing. Why did it have to be Dreadwing? Soundwave was getting sick of being overlooked by Megatron in favor of newcomers, but at the same time this wasn't the same thing as Starscream and Airachnid. Dreadwing was an honorable mech that was fiercely loyal to Megatron. In many ways he was a lot like Soundwave. In some ways Soundwave would admit to himself that Dreadwing was better than him. Dreadwing followed orders and didn't seem to have a treacherous part in his frame. Meanwhile Soundwave plotted two attempted murders, one of which resulted in Breakdown's death.

Soundwave was beginning to understand a pattern in Megatron's choices in SIC. Starscream was a scientist before the war and was also a great speaker. He could make anyone believe anything until they really got to know him. Airachnid had a similar flare for speaking and also did everything in her power to make Megatron feel good about himself. Dreadwing was a mech of honor that truly believed in the cause of a better freer Cybertron. It all made sense now. This was about Orion Pax. Megatron was trying to replace the lost friendship he had with Orion Pax.

Oh, well. Soundwave could be patient. He knew a mech like Dreadwing would get himself killed eventually. Honorable mechs always found themselves in combat situations whether they liked it or not. Soundwave, meanwhile, was protected on the bridge because his skills were too valuable for Megatron to risk. Yes, Soundwave would wait for his chance. He didn't know why it was taking so long, but he would be second in command someday...

 **The End**


End file.
